Attached files
| file | filename |
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| EX-31.1 - Tuffnell Ltd. | v193423_ex31-1.htm |
| EX-32.1 - Tuffnell Ltd. | v193423_ex32-1.htm |
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
10-Q
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended June 30, 2010
or
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ______________ to ________________
Commission
File Number: 000-53610
Tuffnell
Ltd.
(Exact
name of registrant as specified in its charter)
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Nevada
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26-2463465
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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|
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incorporation
or organization)
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81 Oxford
Street
London, WID 2EU, United
Kingdom
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: 011-44-
020-7903-5084
.
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes x No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting Company in
Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
reporting Company x
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Indicate
by check mark whether the registrant is a shell Company (as defined in Rule
12b-2 of the Exchange Act). Yes x No ¨
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes o
No o
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 58,860,000 shares of common stock at
August 12, 2010.
TUFFNELL
LTD.
INDEX
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PART
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I
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FINANCIAL
INFORMATION
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Item
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1.
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Financial
Statements:
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Balance Sheets as of June 30,
2010 (unaudited) and
September 30, 2009
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3
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||
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Statements of Operations
for the three and
nine months ended June 30, 2010 and 2009 (Unaudited)
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4
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||
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Statements of Cash Flows
for the nine months
ended June 30, 2010 and 2009 (Unaudited)
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5
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||
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Notes
to Financial Statements (Unaudited)
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6
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||
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2.
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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8
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3.
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Quantitative
and Qualitative Disclosure About Market Risk
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11
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Item
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4.
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Controls
and Procedures
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11
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PART
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II
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OTHER
INFORMATION
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Item
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1.
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Legal
Proceedings
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12
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1A.
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Risk
Factors (not applicable)
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12
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Item
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2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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12
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Item
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3.
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Defaults
Upon Senior Securities
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12
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Item
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4.
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Submission
of Matters to a Vote of Security Holders (not applicable)
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12
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Item
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5.
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Other
Information
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12
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Item
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6.
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Exhibits
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12
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Signatures
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13
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||
2
TUFFNELL
LTD.
(An
Exploration Stage Company)
BALANCE
SHEETS
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June 30, 2010
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September 30, 2009
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|||||||
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(Unaudited)
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||||||||
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ASSETS
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||||||||
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Current
assets:
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||||||||
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Cash
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$ | 261,743 | $ | 444 | ||||
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Total
current assets
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261,743 | 444 | ||||||
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Mineral
property interest
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39,261 | - | ||||||
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Total
Assets
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$ | 301,004 | $ | 444 | ||||
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
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||||||||
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Current
liabilities:
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||||||||
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Accounts
payable
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$ | 20,907 | $ | - | ||||
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Shareholder
advances
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54,083 | 31,740 | ||||||
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Total
current liabilities
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74,990 | 31,740 | ||||||
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Total
liabilities
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74,990 | 31,740 | ||||||
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Commitments
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||||||||
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STOCKHOLDERS'
DEFICIT
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||||||||
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Common
stock, $0.001 par value, 75,000,000 shares authorized, 58,860,000 shares
issued and outstanding at June 30, 2010 and September 30,
2009
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58,860 | 58,860 | ||||||
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Additional
paid-in capital
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475,040 | (24,960 | ) | |||||
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Deficit
accumulated during the exploration stage
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( 307,886 | ) | ( 65,196 | ) | ||||
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Total
stockholders' deficit
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226,014 | (31,296 | ) | |||||
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Total
liabilities and stockholders’ deficit
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$ | 301,004 | $ | 444 | ||||
The
accompanying notes are an integral part of these financial
statements
3
TUFFNELL
LTD.
(An
Exploration Stage Company)
STATEMENTS
OF OPERATIONS
For
the three and nine months ended June 30, 2010 and 2009 and the period
from
July
26, 2007 (inception) through June 30, 2010
(Unaudited)
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Three months
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Three months
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Nine months
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Nine months
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Inception through
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||||||||||||||||
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June 30, 2010
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June 30, 2009
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June 30, 2010
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June 30, 2009
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June 30, 2010
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Costs
and expenses:
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||||||||||||||||||||
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Mineral
exploration
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$ | 120,784 | $ | — | $ | 120,784 | $ | — | $ | 125,084 | ||||||||||
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General
and administrative
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86,733 | 8,084 | 121,906 | 40,660 | 182,802 | |||||||||||||||
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Net
loss:
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$ | (207,517 | ) | $ | (8,084 | ) | $ | (242,690 | ) | $ | (40,660 | ) | $ | (307,886 | ) | |||||
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Net
loss per share:
|
||||||||||||||||||||
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Basic
and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
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Weighted
average shares outstanding:
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||||||||||||||||||||
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Basic
and diluted
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58,860,000 | 58,860,000 | 58,860,000 | 56,787,033 | ||||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
4
TUFFNELL
LTD.
(An
Exploration Stage Company)
STATEMENTS
OF CASH FLOWS
For
the nine months ended June 30, 2010 and 2009 and the period from
July
26, 2007 (inception) through June 30, 2010
(Unaudited)
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Nine months
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Nine months
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Inception through
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||||||||||
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June 30, 2010
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June 30, 2009
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June 30, 2010
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||||||||||
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CASH FLOWS FROM OPERATING
ACTIVITIES:
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||||||||||||
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Net
loss
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$ | (242,690 | ) | $ | (40,660 | ) | $ | (307,886 | ) | |||
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Adjustment to reconcile net loss
to cash used in
operating activities:
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||||||||||||
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Net
change in:
|
||||||||||||
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Accounts
payable
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20,907 | - | 20,907 | |||||||||
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CASH
FLOWS USED IN OPERATING ACTIVITIES:
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(221,783 | ) | (40,660 | ) | (286,979 | ) | ||||||
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CASH
FLOWS FROM INVESTING ACTIVITIES:
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||||||||||||
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Purchase
of mineral property interests
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(39,261 | ) | - | (39,261 | ) | |||||||
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CASH
FLOWS USED IN INVESTING ACTIVITIES:
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(39,261 | ) | - | (39,261 | ) | |||||||
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Cash
received from the sale of common stock
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500,000 | 30,400 | 533,900 | |||||||||
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Shareholder
advances, net
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22,343 | (3,900 | ) | 54,083 | ||||||||
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CASH FLOWS PROVIDED BY
FINANCING
ACTIVITIES:
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522,343 | 26,500 | 587,983 | |||||||||
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NET
INCREASE (DECREASE) IN CASH
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261,299 | (14,160 | ) | 261,743 | ||||||||
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Cash,
beginning of period
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444 | 15,239 | - | |||||||||
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Cash,
end of period
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$ | 261,743 | $ | 1,079 | $ | 261,743 | ||||||
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SUPPLEMENTAL CASH FLOW
INFORMATION
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||||||||||||
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Cash
paid on interest expenses
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$ | - | $ | - | $ | - | ||||||
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Cash
paid for income taxes
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$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these financial
statements
5
TUFFNELL
LTD.
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
March
31, 2010
(UNAUDITED)
Note
1 Basis of
Presentation
The
accompanying unaudited interim financial statements of Tuffnell Ltd. ("Tuffnell"
or the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the United
States of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited financial statements
and notes thereto contained in the Company's annual report filed with the SEC on
Form 10-K. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for our interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements that would substantially duplicate the disclosure
contained in the audited financial statements for fiscal 2009, as reported in
the Form 10-K annual report of the Company, have been omitted.
The
Company was incorporated in the State of Nevada on July 26, 2007. On February
26, 2010, the Company’s principal shareholder entered into a stock purchase
agreement which provided for the sale of 31,500,000 shares of common stock of
the Company to George Dory. Effective February 26, 2010, Mr. Dory was appointed
Chief Executive Officer, President, Chief Financial Officer, Treasurer and
Director of the Company. Mr. Dory will be paid $4,000 per month for his services
to the Company.
General
The
Company is in the exploration stage, and is in the process of exploring and
evaluating its mineral properties and
determining whether they contain ore reserves that are economically
recoverable. The recoverability of amounts shown for mineral properties is dependent upon the
discovery of economically recoverable ore reserves, the ability of the Company
to obtain the necessary financing to complete development, confirmation of the
Company’s interest in the underlying mineral claims and upon future profitable
production or proceeds from the disposition of all or part of its mineral properties.
Mineral
property acquisition costs
The cost
of acquiring mineral properties are
capitalized and will be amortized over their estimated useful lives following
the commencement of production or expensed if it is determined that the mineral
property has no future economic value or the properties are sold or
abandoned.
6
Cost
includes cash consideration and the fair market value of shares issued on the
acquisition of mineral properties.
Properties acquired under option agreements, whereby payments are made at the
sole discretion of the Company, are recorded in the accounts at such time as the
payments are made.
The
recoverable amounts for mineral properties is dependent upon the existence of economically
recoverable reserves; the acquisition and maintenance of appropriate permits,
licenses and rights; the ability of the Company to obtain financing to complete
the exploration and development of the properties; and upon future profitable
production or alternatively upon the Company’s ability to recover its spent
costs from the sale of its interests. The amounts recorded as mineral properties reflect actual costs
incurred and are not intended to express present or future
values.
The
capitalized amounts may be written down if potential future cash flows,
including potential sales proceeds, related to the property are estimated to be
less than the carrying value of the property. Management of the Company reviews
the carrying value of each mineral property interest quarterly, and whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. Reductions in the carrying value of each property would be recorded
to the extent the carrying value of the investment exceeds the estimated future
net cash flows.
Exploration
and development costs
Exploration
costs are expensed as incurred. When it is determined that a mining deposit can
be economically and legally extracted or produced based on established proven
and probable reserves, further exploration and development costs related to such
reserves incurred after such determination will be capitalized. The
establishment of proven and probable reserves is based on results of final
feasibility studies which indicate whether a property is economically feasible.
Upon commencement of commercial production, capitalized costs will be
transferred to the appropriate asset category and amortized over their estimated
useful lives. Capitalized costs, net of salvage values, relating to a deposit
which is abandoned or considered uneconomic for the foreseeable future, will be
written off.
Note
2 Related
Party Transactions
The
Company was charged the following by a director of the Company:
|
Nine months ended
June 30, 2010
|
Nine months ended
June 30, 2009
|
|||||||
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Management
fees
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$ | 16,000 | $ | 1,000 | ||||
The
related party payable is classified as a loan and is due to a director of the
Company for funds advanced. The loan is unsecured, non-interest bearing
and has no specific terms for repayment.
Note
3 Equity
Transactions
On April
26, 2010, the Company closed a private placement of 500,000 units at $1.00 per
unit for a total offering price of $500,000. The units were offered by the
Company pursuant to an exemption from registration pursuant to Regulation S
under the Securities Act of 1933, as amended. Each unit consists of one
common share of the Company and one non-transferable share purchase
warrant. The warrants are exercisable at a price of $1.50 per share
commencing April 26, 2010 and expire on April 26, 2012. The private
placement was fully subscribed to by a non-U.S. corporation. The relative fair
valve of the share purchase warrant was $140,496.
Note
4 Commitments
On March
12, 2010 the Company agreed to the terms of an option agreement for the
acquisition of the Little Butte mining property in the State of Nevada by
making a cash payment to MinQuest, Inc. of $39,261 (US) upon signing the
Agreement, $10,000 on or before February 25, 2011,
$20,000 (US) on or before March 12, 2011, $20,000 on or before the February
25, 2012,
$30,000 on or before March 12, 2012, $30,000 on or before February 25, 2013,
$40,000 on or before March 12, 2013, $40,000 on or before February 25, 2014,
$50,000 on or before March 12, 2014, $175,000 on or before February 25, 2015,
$60,000 on or before March 12, 2015, $60,000 on or before March 12, 2016 and
$60,000 on or before March 12, 2017.
7
The
Company shall also be responsible for making all necessary property payments and
taxes to keep the property in good standing. The cash payments above include
payments to Jack Walker pursuant to a property option agreement which has been
assigned by MinQuest, Inc. to the Company as set out in the
Agreement.
As it
relates to the above payments, Jack Walker received $5,000 upon
signing, shall receive $10,000 on or before February 25, 2011,$20,000
on or before the February 25, 2012,
$30,000 on or before February 25, 2013, $40,000 on or before February 25, 2014,
and $175,000 on or before February 25, 2015.
The
Company shall complete the following exploration expenditures on the property as
follows: (i) $250,000 on or before the first anniversary of the signing of the
Agreement (ii) $250,000 on or before the second anniversary of the signing of
the Agreement; (iii) $300,000 on or before the fourth anniversary of the signing
Agreement; (iv) $300,000 on or before the fifth anniversary of the signing of
the Agreement; (v) $300,000 on or before the sixth anniversary of the signing of
the Agreement; and (vi) $300,000 on or before the seventh anniversary of the
signing of the Agreement.
Effective
April 1, 2010, Mr. Richard J. Kehmeier, age 62, of Conifer, Colorado, was
appointed to the board of directors of the Company. Mr. Kehmeier will be paid
$500 per month compensation for as long as he remains a director of the
Company.
Effective
April 12, 2010, Mr. Jared Beebe, age 60, of Quebec, Canada was appointed to the
board of directors of the Company. Mr. Beebe will be paid $500 per month
compensation for as long as he remains a director of the Company.
Item
2.
Management’s
Discussion and Analysis or Plan of Operation
Caution
Regarding Forward-Looking Statements
The
following information may contain certain forward-looking statements that are
not historical facts. These statements represent our expectations or beliefs,
including but not limited to, statements concerning future acquisitions, future
operating results, statements concerning industry performance, capital
expenditures, financings, as well as assumptions related to the foregoing.
Forward-looking statements may be identified by the use of forward-looking
terminology such as “may,” “shall,” “will,” “could,” “expect,” “estimate,”
“anticipate,” “predict,” “should,” “continue” or similar terms, variations of
those terms or the negative of those terms. Forward-looking statements are based
on current expectations and involve various risks and uncertainties that could
cause actual results and outcomes for future periods to differ materially from
any forward-looking statement or view expressed herein. Our financial
performance and the forward-looking statements contained in this report are
further qualified by other risks including those set forth from time to time in
documents filed by us with the U.S. Securities and Exchange Commission
(“SEC”).
The
following information has not been audited. You should read this
information in conjunction with the unaudited financial statements and related
notes to the financial statements included in this report.
Plan
of Operations
Overview
We are a
natural resource exploration company with an objective of acquiring, exploring,
and if warranted and feasible, exploiting natural resource properties. Our
primary focus in the natural resource sector is gold.
8
We do not
anticipate going into productions ourselves but instead anticipate optioning or
selling any ore bodies that we may discover to a major mining company. Most
major mining companies obtain their ore reserves through the purchase of ore
bodies found by junior exploration companies such as the Company. Although these
major mining companies do some exploration work themselves, many of them rely on
the junior resource exploration companies to provide them with future deposits
for them to mine. By optioning or selling a deposit found by us to these major
mining companies, it would provide an immediate return to our shareholders
without the long time frame and cost of putting a mine into operation ourselves,
and it would also provide future capital for the Company to continue
operations.
The
search for valuable natural resources as a business is extremely risky. We can
provide investors with no assurance that the properties we have contain
commercially exploitable reserves. Exploration for natural resource
reserves is a speculative venture involving substantial risks. Few properties
that are explored are ultimately developed into producing commercially feasible
reserves. Problems such as unusual or unexpected geological formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan and any money spent on exploration would be lost.
Natural
resource exploration and development requires significant capital and our assets
and resources are very limited. Therefore, we anticipate participating in the
natural resource industry through the purchase or option of early stage
properties. To date, we have one property under option and own
another property.
Mineral
Exploration Property - USE 1-4 Claims
We own a
100% interest in four mineral claims known as the Use 1 - 4 claims, which are
located in the west- central area of the State of Nevada, approximately 18 air
miles west of the town of Tonopah. We purchased these claims from Western
Minerals Inc., an unaffiliated third party.
Mineral
Exploration Property - Little Butte
On March
12, 2010, the Company entered into an Option Agreement (the "Agreement")
with MinQuest, Inc. ("MinQuest"), an unaffiliated third party, whereby MinQuest
granted the Company the sole and exclusive right and option to acquire an
undivided 100% right, title and interest in and to the Little Butte property
subject only to a royalty, being located in LaPaz County, Arizona
(the "Property").
Under the
terms of the Agreement, MinQuest has granted the Company the sole and exclusive
option to acquire a 100% undivided interest in and to the Property by making a
cash payment to MinQuest of $39,261 (US) upon signing the Agreement,
$10,000 on or before February 25, 2011,
$20,000 (US) on or before March 12, 2011, $20,000 on or before the February
25, 2012,
$30,000 on or before March 12, 2012, $30,000 on or before February 25, 2013,
$40,000 on or before March 12, 2013, $40,000 on or before February 25, 2014,
$50,000 on or before March 12, 2014, $175,000 on or before February 25, 2015,
$60,000 on or before March 12, 2015, $60,000 on or before March 12, 2016, and
$60,000 on or before March 12, 2017.
The
Company shall also be responsible for making all necessary property payments and
taxes to keep the Property in good standing. The cash payments above include
payments to Jack Walker pursuant to a property option agreement which has been
assigned by MinQuest to the Company as set out in the Agreement.
As it
relates to the above payments, Jack Walker received $5,000 upon signing the
Agreement, shall receive $10,000 on or before February 25, 2011,
$20,000 on or before the February 25, 2012, $30,000
on or before February 25 2013, $40,000 on or before February 25, 2014
and $175,000 on or before February 25, 2015.
The
Company shall complete the following exploration expenditures on the Property as
follows: (i) $250,000 on or before the first anniversary of the signing of the
Agreement (ii) $250,000 on or before the second anniversary of the signing of
the Agreement; (iii) $300,000 on or before the fourth anniversary of the signing
Agreement; (iv) $300,000 on or before the fifth anniversary of the signing of
the Agreement; (v) $300,000 on or before the sixth anniversary of the signing of
the Agreement; and (vi) $300,000 on or before the seventh anniversary of the
signing of the Agreement .
9
If and
when the option has been exercised, a 100% right, title and interest in and to
the property shall vest in the Company free and clear of all charges except for
the royalty. The Company may terminate the Agreement at any time by giving 30
days notice of such termination of the Agreement.
If the
Company is in default of the Agreement, MinQuest may terminate the Agreement but
only if:
(a)
MinQuest has first given the Company notice of the default containing
particulars of the obligations which the Company has not performed, and (b) the
Company has not, within 30 days following delivery of such notice, cured such
default by appropriate payment or performance
On April
27, 2010, MinQuest and the Company entered into an Option Amendment Agreement
wherein the date of first payment was extended from March 12, 2010, as set out
in the option agreement dated March 12, 2010 above, to April 30,
2010. On April 29, 2010, the Company made the first payment of
$39,261 to MinQuest in accordance with the Agreement.
Results
of Operations for the Three Months Ended June 30, 2010 and the Nine Months ended
June 30, 2009
We have
not earned any revenues since our incorporation on July 26, 2007, to June 30,
2010. We do not anticipate earning revenues unless we enter into
commercial production on the Little Butte or USE 1- 4 claims, which is doubtful.
We can provide no assurance that we will discover economic mineralization
on the Little Butte or USE 1 - 4 claims, or if such minerals are discovered,
that we will enter into commercial production.
Three
Months Ended June 30, 2010 compared to the Three Months Ended June 30,
2009
Mineral
Exploration. During the three months ended June 30, 2010, the Company incurred
$120,784 in mineral exploration costs compared to no mineral exploration costs
during the three month period June 30, 2009.
General
and Administrative Expenses. During the three month period ended June 30, 2010,
the Company incurred $86,733 of general and administrative expenses compared to
$8,084 during the three month period ended June 30, 2009. The general and
administrative costs were comprised of accounting fees, legal fees, filing of
SEC reports, and other administrative expenses.
Nine
Months Ended June 30, 2010, Compared to the Nine Months Ended June 30,
2009
Mineral
Exploration. During the nine month period ended June 30, 2010, the Company
incurred $120,784 in mineral exploration costs compared to no mineral
exploration costs during the nine month period June 30, 2009.
General
and Administrative Expenses. During the nine month period ended June 30, 2010,
the Company incurred $121,906 of general and administrative expenses compared to
$40,660 during the nine month period ended June 30, 2009. The general and
administrative costs were comprised of accounting fees, legal fees, filing of
SEC reports, and other administrative expenses.
The
Company did not have any revenues during the three and nine month periods ended
June 30, 2010.
From the
date of inception on July 26, 2007 to June 30, 2010, we have incurred total
operating expenses of $307,886, consisting of mineral exploration costs of
$125,084 and general and administrative costs of $182,802.
Liquidity
and Capital Resources
Since
inception, we have financed our cash requirements from cash generated from the
sale of common stock and advances from related parties.
10
Since
inception through to and including June 30, 2010, we have raised $533,900
through private placements of our common stock and received $54,083 in cash
advances from shareholders.
On April
26, 2010, the Company closed a private placement of 500,000 units at $1.00 per
unit for a total offering price of $500,000. The units were offered
by the Company pursuant to an exemption from registration under Regulation S
under the Securities Act of 1933, as amended. Each unit consists of
one common share of the common stock of the Company and one non-transferable
share purchase warrant. The warrants are exercisable at a price of
$1.50 per share commencing April 26, 2010, and expire on April 26,
2012. The private placement was fully subscribed to by a non-U.S.
corporation. There are no assurances that we will be able to achieve further
sales of our common stock or any other form of additional financing. If we are
unable to achieve the financing necessary to continue the plan of operations,
then we will not be able to continue our exploration of our mineral claims and
our venture will fail.
Off-Balance
Sheet Arrangements
We do not
maintain any off-balance sheet transactions, arrangements, or obligations that
are reasonably likely to have a material effect on our financial condition,
results of operations, liquidity, or capital resources.
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
We are a
smaller reporting Company as defined by Rule 12b-2 under the Securities Exchange
Act of 1934, and are not required to provide the information required under this
item.
Item
4.
Controls
and Procedures
Evaluation
of Disclosure Controls
Our
management evaluated the effectiveness of our disclosure controls and procedures
as of the end of our fiscal quarter ended June 30, 2010. This evaluation
was conducted by George Dory, our Chief Executive Officer, President, and
principal accounting officer.
Disclosure
controls are controls and other procedures that are designed to ensure that
information that we are required to disclose in the reports we file pursuant to
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported.
Limitations
on the Effectiveness of Controls
Our
management does not expect that our disclosure controls or our internal controls
over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are
met.
Further,
any control system reflects limitations on resources, and the benefits of a
control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain
assumptions about potential future conditions; over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and may not be detected.
11
Conclusion
Based
upon his evaluation of our controls, our Chief Executive Officer and principal
accounting officer has concluded that, subject to the limitations noted above,
the disclosure controls are effective providing reasonable assurance that
material information relating to us is made known to management on a timely
basis during the period when our reports are being prepared. There were no
changes in our internal controls and internal controls over financial reporting
that occurred during the quarter covered by this report that have materially
affected, or are reasonably likely to materially affect our internal
controls.
OTHER
INFORMATION
None
ITEM
1A. RISK FACTORS
N/A
On April
26, 2010, the Company closed a private placement of 500,000 units at $1.00 per
unit for a total offering amount of $500,000 to one non-U.S.
purchaser. The units were offered by the Company pursuant to an
exemption from registration under Regulation S under the Securities Act of 1933,
as amended. Each unit consists of one share of common stock of the
Company and one non-transferable common stock purchase warrant. The
warrants are exercisable at a price of $1.50 (US) per share and terminate on
April 26, 2012.
None
None
ITEM
5. OTHER INFORMATION
|
10.1
|
Form of warrant covering 500,000
shares of common stock, exercisable at $1.50 per share issued during April
2010, is hereby incorporated by reference to Exhibit 10.2 to the Form 8-K
current report filed by the Company on April 26,
2010.
|
|
10.2
|
Option Agreement with MinQuest,
Inc. dated March 12, 2010, to acquire the Little Butte mining property in
LaPaz County, Arizona, is hereby incorporated by reference to Exhibit 10.1
to the Form 8-K current report of the Company filed on March 15,
2010.
|
|
10.4
|
Amendment to Option Agreement
with MinQuest, Inc. dated March 12, 2010 is hereby incorporated herein by
reference to Exhibit 10.4 to the Form 10-Q quarterly report for the period
ended March 31, 2010.
|
|
10.5
|
Agreement by George Dory to
purchase common stock of the Company from Kyle Beddom is hereby
incorporated by reference to Exhibit 10.1 of the Schedule 13D filed by
George Dory on March 9,
2010.
|
|
31.1
|
Certification of George Dory -
Director, Chief Executive Office, President, Treasurer, Chief
Financial Officer and principal accounting officer of the
Company
|
|
32.1
|
Certification of George Dory -
Director, Chief Executive Office, President, Treasurer, Chief
Financial Officer and principal accounting officer of the
Company
|
12
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
August
12, 2010
|
TUFFNELL
LTD.
|
||
|
By:
|
/s/ George
Dory
|
|
|
George
Dory
|
||
|
Director,
Chief Executive Office, President,
Treasurer,
Chief Financial Officer and principal
accounting
officer
|
||
13
Exhibit
|
No.
|
Description
|
|
|
31.1
|
Certification
of George Dory
|
|
|
32.1
|
Certification
of George Dory
|
14